Cable One, Inc. 8-K

What Happened

• Cable One, Inc. announced an exchange offer (the "MBI Term Loan Exchange Offer") to lenders under Mega Broadband Investments Holdings LLC’s (MBI) senior secured term loans to swap those MBI Term Loans for a mix of cash and new first‑lien Cable One term loans (the "New CABO Term Loans"). The offer was launched June 22, 2026 and is expected to expire at 5:00 p.m. (NY time) on June 23, 2026, unless extended. The exchange is tied to Cable One’s previously announced plan to acquire the remaining equity interests in MBI, with the MBI closing expected on or prior to October 1, 2026. Offer materials are attached as Exhibit 99.1 to the filing.

Key Details

• Early participation cutoff: lenders delivering acceptances by 3:00 p.m. (NY time) on June 22, 2026 are "Early Participating Lenders"; an Early Exchange Cap equals 50.01% of outstanding MBI Term Loans.
• Exchange economics for Early Participants:
  • If Early Participating Lenders exceed the Early Exchange Cap, they receive pro rata: 25.005% of total outstanding MBI Term Loans in cash, 25.005% in New FLFO Term Loans, and the remainder in New FLSO Term Loans.
  • Otherwise, Early Participating Lenders receive 50% cash and 50% New FLFO Term Loans.
• Late participants receive cash/FLFO only to the extent the Early Exchange Cap isn’t exceeded (first‑come, first‑served); otherwise Late participants receive 100% in New FLSO Term Loans. Cable One may elect alternative first‑come, first‑served allocations or limit the offer to the first 75% by aggregate principal.
• Loan economics and security:
  • New FLFO Term Loans: interest ~ Term SOFR + 2.25% (or alt. base +1.25%), maturity no later than 6 years from FLFO facility date.
  • New FLSO Term Loans: interest ~ Term SOFR + 3.00% (or alt. base +2.00%), maturity no later than 7 years from Closing Date.
  • New CABO Term Loans expected to be secured by substantially all assets of Cable One and its restricted‑subsidiary guarantors; FLSO loans will be second‑priority for certain bankruptcy/remedy distributions.

Why It Matters

• This exchange restructures MBI lenders’ exposure into Cable One‑issued secured debt as part of Cable One’s planned purchase of the remaining MBI equity. That will change Cable One’s secured debt profile and could affect the company’s leverage and creditor mix once the MBI acquisition closes.
• Interest spreads, maturities, and lien priorities are specified: FLFO loans carry a lower spread and shorter effective seniority on certain collections than FLSO loans, so the allocation between cash, FLFO and FLSO instruments matters to lenders and to Cable One’s future debt obligations.
• The company retains significant discretion (including the ability to not consummate the offer or to limit participation), so outcomes depend on lender participation and Cable One’s final election.